Exhibit 10.10


 


Monocle Acquisition Corporation

750 Lexington Avenue, Suite 1501

New York, NY 10022


 


_______________, 2018


 


Monocle Management LLC


750 Lexington Avenue, Suite 1501

New York, NY 10022


 


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement
by and between Monocle Acquisition Corporation (the “Company”) and Monocle Management LLC (“Management”),
dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed
on the Nasdaq Capital Market (the “Listing Date”), and continuing until the earlier of the consummation by the
Company of an initial business combination and the Company’s liquidation (in each case as described in the Company’s
Registration Statement on Form S-1 (File No. 333-228470) filed with the Securities and Exchange Commission) (such earlier date
hereinafter referred to as the “Termination Date”), Management shall make available to the Company certain office
space and general and administrative services as may be reasonably requested by the Company. In exchange therefor, the Company
shall pay Management the sum of $10,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date.


 


Management hereby irrevocably
waives any and all right, title, interest, causes of action and claims of any kind (each, a “Claim”) in or to,
and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit of the public
stockholders of the Company and into which substantially all of the proceeds of the Company’s initial public offering will
be deposited (the “Trust Account”), and hereby irrevocably waives any Claim it has or may have in the future
as a result of, or arising out of, this letter agreement, which Claim would reduce, encumber or otherwise adversely affect the
Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment
or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.


 


This letter agreement
constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior
understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any
way to the subject matter hereof or the transactions contemplated hereby.


 


This letter agreement
may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.


 


No party hereto may
assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval
of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee.


 


This letter agreement,
the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute,
law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York,
without giving effect to its choice of laws principles.


 


[Signature page follows]


 




     


     


    

 


	 	Very truly yours,
	 	 
	 	Monocle Acquisition Corporation
	 	 	 
	 	By:	 
	 	 	Name: Eric J. Zahler
	 	 	Title:   President and Chief Executive Officer


 


AGREED TO AND ACCEPTED BY:


 


Monocle management
LLC


 


	By:  	 	 
	 	Name: Sai S. Devabhaktuni	 
	 	Title:   Manager	 


 


[Signature Page to Administrative Services
Agreement]